UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June 22~~July 1, 2010

Thomas Weisel Partners Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	No. 000-51730	No. 20-3550472
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
One Montgomery Street San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

One Montgomery Street

San Francisco, California

94104

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (415) 364-2500

N.A. ~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 3.0701. ~~Submission~~ Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

On ~~June 22~~July 1, 2010, Thomas Weisel Partners Group, Inc. (the “Registrant”) ~~held~~notified ~~its~~the ~~2010~~Nasdaq ~~Annual~~Global ~~Meeting~~Market (“Nasdaq”) of ~~Stockholders~~the (consummation of the ~~“Annual~~Merger ~~Meeting”)~~(as defined in Item 5. As01 ofbelow) and requested that trading in the ~~record~~Registrant’s ~~date~~Common ~~for~~Stock be suspended and that the ~~Annual~~Common ~~Meeting,~~Stock ~~there~~be ~~were~~withdrawn ~~26,748,099~~from ~~shares~~listing on Nasdaq as of the ~~Corporation’s~~open ~~common~~of market ~~stock~~on July 1, 2010. Nasdaq has filed with the Securities and ~~one~~Exchange ~~share~~Commission (“SEC”) a Notification of ~~the~~Removal ~~Corporation’s~~from ~~special~~Listing ~~voting~~and/or ~~preferred~~Registration ~~stock,~~under ~~entitled~~Section 12(b) of tothe ~~vote~~Securities 6Exchange Act of 1934,~~183,121~~ ~~votes~~as amended, ~~entitled~~on Form 25 to ~~vote~~delist onand ~~all~~deregister ~~matters~~the ~~presented~~Common toStock. As a result, the ~~Registrant’s~~Common ~~stockholders~~Stock atwill ~~the~~no ~~Annual~~longer ~~Meeting~~be listed on Nasdaq. The ~~Votes~~Registrant ~~representing~~intends ~~86%~~to offile a Form 15 with the ~~combined~~SEC ~~voting~~to ~~power~~deregister the Common Stock under Sections 12(b) and 12(g) of the ~~Registrant’s~~Exchange ~~common~~Act ~~stock~~ and ~~special~~to ~~voting~~suspend ~~preferred~~the ~~stock~~reporting ~~were~~obligations ~~present~~of inthe ~~person~~Registrant orunder ~~represented~~Sections by13 ~~proxy~~and 15(d) of the Exchange Act.

~~The~~Item ~~following are the voting results on each matter submitted to the Registrant’s stockholders at the Annual Meeting~~3.03. ~~Each~~Material ofModification ~~the four proposals were approved, including the proposal~~ to ~~approve~~Rights ~~the Agreement and Plan~~ of ~~Merger,~~Security ~~dated as of April 25, 2010 (the “Merger Agreement”), among the Registrant, Stifel Financial Corp~~Holders. ~~(“Stifel”) and PTAS, Inc., a wholly owned subsidiary of Stifel, and the merger contemplated thereby.~~

1.The ~~Proposal~~information todisclosed ~~approve~~in Items 3.01 and ~~adopt~~5.01 ~~the~~is ~~Merger~~hereby ~~Agreement~~incorporated ~~and~~by ~~the merger contemplated thereby~~reference.

For		Against		Abstentions
25,483,380		14,590		426,258

Item 5.01.

Change in Control of Registrant.

2.On ~~Proposal~~July 1, 2010, pursuant to ~~approve~~the terms of the ~~adjournment~~Agreement and Plan of Merger, dated as of May 25, 2010, by and among Stifel Financial Corp. (“Stifel”), PTAS, Inc., a Delaware corporation and a wholly owned subsidiary of Stifel (“PTAS”) and the ~~Annual~~Registrant ~~Meeting~~(the “Merger Agreement”), ifPTAS ~~necessary~~was merged with and into the Registrant (the “Merger”) and the Registrant continued as the surviving corporation and a wholly owned subsidiary of Stifel. As a result of the Merger, ~~for~~each ~~any~~outstanding ~~purpose~~share of common stock of the Registrant (the “Common Stock”) was converted into the right to receive 0.1364 shares of Stifel common stock. The Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the board of directors of the Registrant and by the Registrant’s stockholders at the annual meeting of the Registrant’s stockholders held on June 22, 2010.

For		Against		Abstentions
25,214,754		2,829,927		433,205

As a result of the Merger, there has been a change in control of the Registrant. The Registrant is now a wholly-owned subsidiary of Stifel.

3Item 5.02 ~~Election~~Departure toof ~~the~~Directors ~~Registrant’s~~or ~~Board~~Certain Officers; Election of Directors; ~~the~~Appointment ~~following~~of 8Certain ~~nominees:~~Officers; Compensatory Arrangements of Certain Officers.

	For	Against	Abstentions	Broker Non-Votes
Thomas W. Weisel	25,869,492	54,736	0	2,553,658
Matthew R. Barger	25,337,585	586,643	0	2,553,658
Thomas I.A. Allen	25,823,881	100,347	0	2,553,658
Michael W. Brown	25,871,105	55,123	0	2,553,658
Robert E. Grady	25,903,947	40,281	0	2,553,658
B. Kipling Hagopian	25,869,623	54,605	0	2,553,658
Alton F. Irby III	25,337,585	586,643	0	2,553,658
Timothy A. Koogle	19,620,443	6,303,785	0	2,553,658

(a) On July 1, 2010, the following members of the Registrant’s Board of Directors resigned from the Board of Directors: (i) Mr. Matthew Barger, (ii) Mr. B. Kipling Hagopian, (iii) Mr. Timothy Koogle and (iv) Mr. Thomas Allen. The remaining members of the Board of Directors of the Registrant are Mr. Thomas Weisel, Mr. Michael Brown, Mr. Robert Grady and Mr. Alton Irby.

4.(b) ~~Ratification~~On ofJuly 1, ~~appointment~~2010, the Board of ~~Deloitte~~Directors &appointed ~~Touch~~Mr. Robert ~~LLP~~Grady asto the Registrant’s ~~registered~~Audit ~~independent~~Committee. ~~registered~~The ~~accounting~~Audit ~~firm~~Committee ~~for~~currently ~~2010~~consists of Messrs. Brown, Grady and Irby.

For		Against		Abstentions
28,465,807		12,079		0

(c) On July 1, 2010, the Board of Directors appointed Mr. Michael Brown and Mr. Robert Grady to the Registrant’s Compensation Committee. The Compensation Committee currently consists of Messrs. Irby (Chairperson), Brown and Grady.

(d) On July 1, 2010, the Board of Directors appointed Mr. Robert Grady as Chairman and Mr. Michael Brown and Mr. Alton Irby as members of the Corporate Governance and Nominations Committee. The Corporate Governance and Nominations Committee currently consists of Messrs. Grady (Chairperson), Brown and Irby.

None of the members of the Board of Directors are receiving any additional compensation.

(e) On July 1, 2010, each of Mr. Thomas Weisel, Mr. Michael Brown, Mr. Robert Grady and Mr. Alton Irby have indicated to the Registrant that they intend to resign as members of the Registrant’s Board of Directors upon the suspension of the Registrant’s reporting obligations under the Exchange Act.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

After the effective time of the Merger, the Certificate of Incorporation of the Registrant, filed with the Secretary of the State of Delaware on September 28, 2005, was restated by the Restated Certificate of Incorporation filed with the Secretary of the State of Delaware on July 1, 2010 (the “New Charter”). The New Charter is attached hereto as Exhibit 3.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit 3.1		Restated Certificate of Incorporation of Thomas Weisel Partners Group, Inc., filed with the Secretary of the State of Delaware on July 1, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~Thomas Weisel Partners Group, Inc.~~		Thomas Weisel Partners Group, Inc.
Date: June 22, 2010	By:	/s/ Mark Fisher
Date: July 1, 2010			By:	/s/ Mark Fisher
		Name: Mark Fisher
			Name:	Mark Fisher
		Title: General Councel
			Title:	General Counsel

Filing Compare · Thomas Weisel Partners Group, Inc.